Effect on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:
Effect on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Acquisition Sub or the holders of any securities of Parent, the Company or Acquisition Sub:
Effect on Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parties or the holders of any of the securities of HL, the following shall occur:
Effect on Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Acquiror or the holders of any of the following securities:
(a) Each share of Common Stock, par value $.01 per share, of the Company (collectively, the "Common Shares" and, individually, a "Common Share") issued and outstanding immediately prior to the Effective Time (other than any Common Shares to remain outstanding pursuant to Section 1.5(c)) shall be converted into the right to receive an amount equal to $12.00 in cash, without interest (the "Cash Merger Consideration"); the Common Shares being converted into the right to receive the Cash Merger Consideration are hereinafter referred to as "Cancelled Shares";
(b) Each issued and outstanding share of Preferred Stock, par value $0.01 per share, of the Company (collectively, the "Preferred Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger;
(c) 96,671 of the 360,422 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx, and 74,674 of the 285,923 Common Shares that are, on the date of this Agreement, registered in the name of, and specified by Xxxxxx X. Xxxxxxxx (such persons are individually referred to as a "Continuing Stockholder" and collectively as the "Continuing Stockholders," and such shares are collectively referred to as the "Continuing Shares") shall not be converted, exchanged, cancelled or otherwise affected by the Merger and shall remain issued and outstanding after the Merger, provided that the Continuing Shares are, at the Effective Time, so registered in the name of the applicable Continuing Stockholder, it being understood that additional Common Shares may be issued to the Continuing Stockholders prior to the Effective Time in exchange for Partnership Units (as defined below) and, subject to Section 1.5(f) below, such Common Shares shall be deemed to be Continuing Shares;
(d) Each option for the purchase of Common Shares issued by the Company and outstanding immediately prior to the Effective Time (collectively, the "Company Options" and individually, a "Company Option"), including those held by the Continuing Stockholders, shall be terminated and converted into the right to receive the Option Consideration as defined and set forth in Section 1.10;
(e) Each unit (as defined in the Acquiror's Operating Agr...
Effect on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Person:
(a) Each share of the stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) membership interest of the Surviving Company, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of membership interest of the Surviving Company; and
(b) The Company Interests shall be converted into the right to receive the Purchase Price, payable pursuant to the terms of this Agreement.
Effect on Securities. At the Effective Time (or such other time specified in this Section 2.1), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any securities of the Company or Merger Sub or any other Person:
(a) Expiration or Cancellation of Company Securities. Each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) held by the Company or any Subsidiary of the Company (including shares held as treasury stock) or held, directly or indirectly, by Parent or Merger Sub or any of their wholly owned Subsidiaries (each, an “Excluded Share” and collectively, the “Excluded Shares”) immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as issued or outstanding shares, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
Effect on Securities. (a) Treatment of Securities of SPAC and Pubco in the SPAC Merger. At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of SPAC, Merger Sub, the Company, or Pubco or the holder of any shares of capital stock of any of the foregoing:
Effect on Securities. 3 1.6 Disbursing Agent............................................ 4 1.7
Effect on Securities. At the Effective Time:
Effect on Securities. (a) At the Effective Time, subject to the provisions of this Agreement (including, but not limited to Sections 2.4, 2.5 and 2.10), each share of common stock, par value $0.10 per share of the Company ("Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 2.2(e) and Dissenting Shares (as defined in Section 2.10)) shall be converted into the following (the "Merger Consideration"):
(i) for each share of Common Stock with respect to which an election to receive cash has been effectively made and not revoked or lost, pursuant to Section 2.3 (a "Cash Election"), the right to receive in cash from Parent an amount equal to $36.1299 (the "Merger Price") (collectively, "Cash Election Shares");
(ii) for each share of Common Stock with respect to which an election to receive common stock, $1.00 par value, of Parent (the "Parent Shares") has been effectively made and not revoked or lost, pursuant to Section 2.3 (a "Stock Election"), the right to receive from Parent, that fraction of a Parent Share equal to the Exchange Ratio (as defined below) (collectively, "Stock Election Shares"). For purposes of this Agreement, the "Exchange Ratio" shall be equal to the result ob tained by dividing the Merger Price by the average closing sales price (the "Closing Sales Price"), rounded to four decimal points, of the Parent Shares, as reported on the New York Stock Exchange, Inc. (the "NYSE") Composite Tape, for the period of the ten consecutive trading days ending on the second full trading day prior to the Effective Time; provided, however, it is expressly acknowledged and agreed that if the Parent Shares have a Closing Sales Price equal to or more than $42.9375, then the Exchange Ratio will be fixed at 0.8415. By way of example, at the Exchange Ratio of 0.8415, if all shares of Common Stock were exchanged for Parent Shares, the approximately 3,459,742 shares of Common Stock would be exchanged for approximately 2,911,373 Parent Shares. If the Closing Sales Price is below $42.9375, then the Exchange Ratio will increase and the Common Stock would be exchanged for more Parent Shares to maintain (based on the Closing Sales Price) the value of the aggregate consideration received if the Closing Sales Price were $42.9375. By way of example, if the Closing Sales Price is $40.00, then the Exchange Ratio would be 0.9032 and, if all of the approximately 3,459,742 shares of Common Stock were exchanged for Parent Share...
